Terawulf Inc 10-K for FY2022

Terawulf Inc. (WULF)

10-K 2023-03-31 For: 2022-12-31

Added on April 09, 2026

About this 10-K

Terawulf Inc filed this 10-K on March 31, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $15.03M
Net loss: $90.79M
Diluted EPS: -$0.82

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DE		87-1909475
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

9 Federal Street		21601
Easton	MD
(Address of principal executive offices)	(State)	(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	WULF	The Nasdaq Capital Market


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☐


PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	20
ITEM 1B.	Staff Comments	37
ITEM 2.	Properties	37
ITEM 3.	Legal Proceedings	38
ITEM 4.	Mine Safety Disclosures	38
PART II		39
ITEM 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
ITEM 6.	[Reserved]	41
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
ITEM 8.	Financial Statements and Supplementary Data	57
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106
ITEM 9A.	Controls and Procedures	106
ITEM 9B.	Other Information	107
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	108
PART III		109
ITEM 10.	Directors, Executive Officers and Corporate Governance	109
ITEM 11.	Executive Compensation	109
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	109
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	109
ITEM 14.	Principal Accounting Fees and Services	109
PART IV		110
ITEM 15.	Exhibits, Financial Statement Schedules	110
ITEM 16.	Form 10-K Summary	114
Signatures		115


				Period February 8, 2021 (date of
		Year Ended		inception) to
		December 31,		December 31,
	2022		2021
Operating expenses	$	2,038	$	104
Operating expenses - related party		1,248		960
	$	3,286	$	1,064


		Year Ended		Period February 8, 2021 (date of inception) to
		December 31,		December 31,
	2022		2021
Selling, general and administrative expenses	$	22,770	$	23,759
Selling, general and administrative expenses - related party		13,280		18,576
	$	36,050	$	42,335

		Page
Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)		59

Consolidated Balance Sheets as of December 31, 2022 and 2021		61

Consolidated Statements of Operations for the year ended December 31, 2022 and the period February 8, 2021 (date of inception) to December 31, 2021		62

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the year ended December 31, 2022 and the period February 8, 2021 (date of inception) to December 31, 2021		63

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and the period February 8, 2021 (date of inception) to December 31, 2021		64

Notes to Consolidated Financial Statements		65


	December 31, 2022		December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,279	$	43,448
Restricted cash		7,044		3,007
Digital currency, net		183		—
Prepaid expenses		5,095		1,494
Amounts due from related parties		—		647
Other current assets		543		108
Current assets held for sale		—		19,348
Total current assets		14,144		68,052
Equity in net assets of investee		98,741		104,280
Property, plant and equipment, net		191,521		91,446
Right-of-use asset		11,944		1,024
Other assets		1,337		109
TOTAL ASSETS	$	317,687	$	264,911

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	21,862	$	11,791
Accrued construction liabilities		2,903		3,892
Other accrued liabilities		14,963		3,771
Share based liabilities due to related party		14,583		12,500
Other amounts due to related parties		3,295		60
Contingent value rights		10,900		12,000
Current portion of operating lease liability		42		88
Insurance premium financing payable		2,117		—
Convertible promissory notes		3,416		—
Current portion of long-term debt		51,938		—
Current liabilities held for sale		—		1,755
Total current liabilities		126,019		45,857
Operating lease liability, net of current portion		947		992
Deferred tax liabilities, net		—		256
Long-term debt		72,967		94,627
TOTAL LIABILITIES		199,933		141,732

Commitments and Contingencies (See Note 12)

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 25,000,000 authorized at December 31, 2022 and 2021; 9,566 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively; aggregate liquidation preference of $10,349 and $0 at December 31, 2022 and 2021		9,273		—
Common stock, $0.001 par value, 200,000,000 authorized at December 31, 2022 and 2021; 145,492,971 and 99,976,253 issued and outstanding at December 31, 2022 and 2021, respectively		145		100
Additional paid-in capital		294,810		218,762
Accumulated deficit		(186,474)		(95,683)
Total stockholders' equity		117,754		123,179
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	317,687	$	264,911


	Redeemable Convertible
	Preferred Stock (1)				Preferred Stock			Common Stock			Additional		Accumulated
	Number	Amount			Number		Amount	Number	Amount		Paid-in Capital		Deficit		Total

Balances as of February 8, 2021	—	$	—		—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Series A Preferred Stock, net of issuance costs	2,000,000		—		—		—	—		—		—		—		—
Common stock issuance in conjunction with debt offering, net of issuance costs	—		—		—		—	839,398		1		24,638		—		24,639
Issuance of common stock, net of issuance costs	—		—		—		—	52,261,932		52		104,266		—		104,318
Series A Preferred Stock converted to common stock	(2,000,000)		—		—		—	1,739,311		2		49,313		—		49,315
Reverse merger exchange ratio share adjustment	—		—		—		—	43,136,087		43		(43)		—		—
Common stock issued for acquisition of IKONICS Corporation	—		—		—		—	1,999,525		2		40,588		—		40,590
Net loss	—		—		—		—	—		—		—		(95,683)		(95,683)
Balances as of December 31, 2021	—		—		—		—	99,976,253		100		218,762		(95,683)		123,179
Issuance of Series A Convertible Preferred Stock, net of issuance costs	—		—		9,566		9,273	—		—		—		—		9,273
Warrant issuances in conjunction with debt offerings	—		—		—		—	—		—		8,315		—		8,315
Warrant issuances in conjunction with equity offerings	—		—		—		—	—		—		5,700		—		5,700
Stock-based compensation expense	—		—		—		—	—		—		1,568		—		1,568
Warrant exercise	—		—		—		—	5,714,823		6		52		—		58
Modifications to embedded conversion feature of convertible promissory notes	—		—	—	—		—	—		—		1,592		—		1,592
Issuance of common stock, net of issuance costs	—		—		—		—	39,801,895		39		58,821		—		58,860
Net loss	—		—		—		—	—		—		—		(90,791)		(90,791)
Balances as of December 31, 2022	—	$	—		9,566	$	9,273	145,492,971	$	145	$	294,810	$	(186,474)	$	117,754


Cash consideration	$	13,712
Equity instruments: 1,999,525 shares of TeraWulf Inc.		40,590
Contingent consideration: Contingent Value Rights		12,000
	$	66,302


	December 31, 2022		December 31, 2021
Trade receivables	$	—	$	1,327
Inventories		—		3,737
Prepaid expenses and other current assets		—		944
Property, plant and equipment		—		10,036
Intangible assets		—		3,304
Current assets held for sale	$	—	$	19,348

Accounts payable	$	—	$	1,207
Accrued compensation		—		439
Other accrued liabilities		—		109
Current liabilities held for sale	$	—	$	1,755


					Significant		Significant
			Quoted Prices		Other		Other
			in Active		Observable		Unobservable
			Markets		Inputs		Inputs		Remeasurement
	Carrying Value		(Level 1)		(Level 2)		(Level 3)		Gain		Impairment
Contingent consideration liability - Contingent Value Rights (1)	$	10,900	$	—	$	10,900	$	—	$	1,100	$	—
	$	10,900	$	—	$	10,900	$	—	$	1,100	$	—


	December 31, 2022		December 31, 2021
Miners	$	71,114	$	—
Construction in process		32,360		20,867
Leasehold improvements		29,880		—
Equipment		7,208		19
Deposits on miners		57,626		70,560
		198,188		91,446
Less: accumulated depreciation		(6,667)		—
	$	191,521	$	91,446


Year ending December 31:
2023	$	163
2024		163
2025		163
2026		163
2027		163
Thereafter		1,044
	$	1,859


Undiscounted cash flows of the operating lease	$	1,859
Unamortized discount		870
Total operating lease liability		989
Current portion of operating lease liability		42
Operating lease liability, net of current portion	$	947


		December 31, 2022		December 31, 2021
Deferred tax assets:
Net operating loss	$	21,599	$	6,678
Share based liabilities		3,811		2,630
Accruals and reserves		1,632		470
Tax credit carryforwards		—		278
Property, plant and equipment		458		—
Operating lease liability		259		227
Investment in joint venture		1,520		—
Stock compensation		410		—
Gross deferred tax assets		29,689		10,283
Valuation allowance		(29,464)		(8,295)
Deferred tax assets, net		225		1,988

Deferred tax liabilities:
Property, plant and equipment		—		(899)
Intangible assets		—		(723)

Inventory		—		(407)
Right-of-use asset		(225)		(215)
Gross deferred tax liabilities		(225)		(2,244)
Deferred tax liabilities, net	$	—	$	(256)


	December 31, 2022		December 31, 2021
Term loan	$	146,000	$	123,500
Debt issuance costs and debt discount		(21,095)		(28,873)
		124,905		94,627
Less long-term debt due within one year		51,938		—
Total long-term debt, net of portion due within one year	$	72,967	$	94,627


Payment of TeraWulf 50% share of Bitmain deposits	$	(11,402)
Investments in joint venture related to direct payments made on behalf of joint venture		(11,402)
Direct investments in joint venture		(34,796)
Investments in joint venture, including direct payments made on behalf of joint venture	$	(46,198)

Payment of Talen 50% share of Bitmain deposits	$	(11,402)
Other reimbursable payments		(339)
Reimbursable payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner	$	(11,741)

Talen reimbursement of 50% share of Bitmain deposits	$	11,402
Other reimbursable payments		314
Reimbursement of payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner	$	11,716


	Year Ended		Period February 8, 2021 (date of inception) to
	December 31, 2022 (1)		December 31, 2021
Condensed statement of operations information:
Revenue	$	19	$	—
Operating expense		10,823		3,076
Net loss	$	(10,804)	$	(3,076)


	December 31, 2022 (1)		December 31, 2021
Condensed balance sheet information:
Current assets	$	28,982	$	4,960
Noncurrent assets		153,676		214,803
Total assets	$	182,658	$	219,763

Current liabilities	$	11,984	$	11,317
Equity		170,674		208,446
Total liabilities and equity	$	182,658	$	219,763


	Unvested Restricted Stock Units
	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2021		—		-
Granted		1,931,187		2.87
Vested		—		-
Forfeited/canceled		—		-
Unvested as of December 31, 2022		1,931,187		2.87


	Three Months Ended March 31, 2022 (unaudited)
			Restatement
	As Reported		Adjustment		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Decrease in amounts due from related parties	$	647	$	168	$	815
Decrease in accounts payable	$	(6,066)	$	2,088	$	(3,978)
Decrease in accrued construction liabilities	$	(3,870)	$	3,870	$	-
Increase in other accrued liabilities	$	4,155	$	601	$	4,756
Increase in other amounts due to related parties	$	1,246	$	(470)	$	776
Net cash used in operating activities from continuing operations	$	(21,459)	$	6,257	$	(15,202)
Net cash used in operating activities	$	(21,509)	$	6,257	$	(15,252)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and deposits on plant and equipment	$	(21,488)	$	(6,257)	$	(27,745)
Net cash used in investing activities	$	(40,560)	$	(6,257)	$	(46,817)

	Six Months Ended June 30, 2022 (unaudited)
			Restatement
	As Reported		Adjustment		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Decrease in amounts due from related parties	$	647	$	168	$	815
Decrease in accounts payable	$	(2,486)	$	2,088	$	(398)
Decrease in accrued construction liabilities	$	(3,892)	$	3,892	$	-
Increase in other accrued liabilities	$	1,162	$	714	$	1,876
Increase in other amounts due to related parties	$	982	$	(631)	$	351
Net cash used in operating activities from continuing operations	$	(29,721)	$	6,231	$	(23,490)
Net cash used in operating activities	$	(29,766)	$	6,231	$	(23,535)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and deposits on plant and equipment	$	(39,238)	$	(6,231)	$	(45,469)
Net cash used in investing activities	$	(75,687)	$	(6,231)	$	(81,918)

	Nine Months Ended September 30, 2022 (unaudited)
			Restatement
	As Reported		Adjustment		As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Decrease in amounts due from related parties	$	647	$	168	$	815
Increase in accounts payable	$	3,575	$	2,088	$	5,663
Decrease in accrued construction liabilities	$	(3,892)	$	3,892	$	-
Increase in other accrued liabilities	$	4,522	$	(1,985)	$	2,537
Increase in other amounts due to related parties	$	2,417	$	(765)	$	1,652
Net cash used in operating activities from continuing operations	$	(31,704)	$	3,398	$	(28,306)
Net cash used in operating activities	$	(33,007)	$	3,398	$	(29,609)

Exhibit Number		Description

(2.1)		Agreement and Plan of Merger, dated as of June 24, 2021, by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), IKONICS Corporation, Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraCub Inc. (formerly known as TeraWulf Inc.) (incorporated by reference to Appendix A of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(2.2)		Amendment to the Agreement and Plan of Merger, dated as of August 5, 2021, by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), IKONICS Corporation, Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraCub Inc. (formerly known as TeraWulf Inc.) (incorporated by reference to Appendix A of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(2.3)		Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 17, 2021, by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), IKONICS Corporation, Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraCub Inc. (formerly known as TeraWulf Inc.) (incorporated by reference to Appendix A of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(2.4)		Amendment No. 3 to the Agreement and Plan of Merger, dated as of December 2, 2021, by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), IKONICS Corporation, Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraCub Inc. (formerly known as TeraWulf Inc.) (incorporated by reference to Exhibit 2.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on December 3, 2021).

(2.5)		Amendment No. 4 to the Agreement and Plan of Merger, dated as of December 8, 2021, by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), IKONICS Corporation, Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraCub Inc. (formerly known as TeraWulf Inc.) (incorporated by reference to Exhibit 2.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on December 9, 2021).

(3.1)		Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of December 13, 2021 (incorporated by reference to Exhibit 3.1 of Form 8-K12B filed with the SEC on December 13, 2021).

(3.2)		Certificate of Amendment of Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of February 23, 2023 (incorporated by reference to Exhibit 3.3 of TeraWulf Inc.’s Amendment No. 3 to the Registration Statement on Form S-3 filed with the SEC on March 10, 2023).

(3.3)		Certificate of Amendment of Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of February 23, 2023 (incorporated by reference to Exhibit 3.4 of TeraWulf Inc.’s Amendment No. 3 to the Registration Statement on Form S-3 (file no. 333-268563) filed with the SEC on March 10, 2023).

(3.4)		Amended and Restated Bylaws of TeraWulf Inc., effective as of December 13, 2021 (incorporated by reference to Exhibit 3.2 of TeraWulf Inc.’s Amendment No. 1 to the Current Report on Form 8-K filed with the SEC on December 13, 2021).

Exhibit Number		Description

(3.5)		TeraWulf Inc. Series A Convertible Preferred Certificate of Designations (incorporated by reference to Exhibit 3.1 of TeraWulf Inc.’s Amendment No. 1 to the Current Report on Form 8-K filed with the SEC on March 17, 2022).

4.1		Description of Securities.

(4.2)		Warrant Agreement, dated as of July 1, 2022, by and among TeraWulf Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

(4.3)		Registration Rights Agreement, dated as of July 1, 2022, by and among TeraWulf Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.2 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

(4.4)		Amended and Restated Warrant Agreement, dated as of October 7, 2022, by and among TeraWulf Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on October 12, 2022).

(4.5)		Warrant Agreement, dated as of March 1, 2023, by and among TeraWulf Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.2 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on March 3, 2023).

(4.6)		Registration Rights Agreement, dated as of March 1, 2023, by and among TeraWulf Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.2 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on March 3, 2023).

(10.1)		Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Paul B. Prager (incorporated by reference to Exhibit 10.9 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.2)		Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Kenneth J. Deane (incorporated by reference to Exhibit 10.10 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.3)		Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Nazar M. Khan (incorporated by reference to Exhibit 10.11 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.4)		Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Kerri M. Langlais (incorporated by reference to Exhibit 10.12 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.5)		Restrictive Covenant Agreement, dated as of November 4, 2021, by and between TeraWulf Inc. and Paul B. Prager (incorporated by reference to Exhibit 10.13 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.6)		Restrictive Covenant Agreement, dated as of November 4, 2021, by and between TeraWulf Inc. and Kenneth J. Deane (incorporated by reference to Exhibit 10.14 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.7)		Restrictive Covenant Agreement, dated as of November 4, 2021, by and between TeraWulf Inc. and Nazar M. Khan (incorporated by reference to Exhibit 10.15 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.8)		Restrictive Covenant Agreement, dated as of November 4, 2021, by and between TeraWulf Inc. and Kerri M. Langlais (incorporated by reference to Exhibit 10.16 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

Exhibit Number		Description

(10.9)*		TeraWulf 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.10)*		Form of TeraWulf Inc. 2021 Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.19 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.11)		Voting and Support Agreement, dated as of June 24, 2021, by and among TeraWulf Inc. and each of the directors and executive officers of IKONICS Corporation parties thereto (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K filed by IKONICS Corporation on June 25, 2021).

(10.12)		Form of Voting and Support Agreements by and among IKONICS Corporation and certain holders of TeraWulf Inc. common stock (incorporated by reference to Exhibit 10.2 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.13)		Form of Contingent Value Rights Agreement, by and among IKONICS Corporation, Telluride Holdco, Inc., the Rights Agent named therein, and the initial CVR Holders’ Representative named therein ((incorporated by reference as Appendix E of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.14)		Administrative and Infrastructure Services Agreement, dated as of April 27, 2021, by and between TeraWulf Inc. and Beowulf Electricity & Data Inc (incorporated by reference to Exhibit 10.4 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

10.15		Amendment No. 1 to Administrative and Infrastructure Services Agreement, dated as of March 23, 2021, by and between TeraWulf Inc. and Beowulf Electricity & Data Inc.

(10.16)		Non-Fixed Price Sales and Purchase Agreement, dated as of June 15, 2021, by and between Bitmain Technologies Limited and Nautilus Cryptomine LLC (incorporated by reference to Exhibit 10.5 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.17)		Non-Fixed Price Sales and Purchase Agreement, dated as of June 15, 2021, by and between Bitmain Technologies Limited and Nautilus Cryptomine LLC (incorporated by reference to Exhibit 10.6 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.18)		Equipment Purchase Agreement, dated as of March 19, 2021, by and between Minerva Semiconductor Corp. and TeraWulf Inc. (incorporated by reference to Exhibit 10.7 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.19)		Assignment and Assumption Agreement, dated as of May 13, 2021, by and between TeraWulf Inc. and Nautilus Cryptomine LLC (incorporated by reference to Exhibit 10.8 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.20)		Form of Registration Rights Agreement, by and among Telluride Holdco Inc. and TeraWulf Inc. (incorporated by reference to Exhibit 10.10 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).

(10.21)		At Market Issuance Sales Agreement, dated as of February 11, 2022, by and between TeraWulf Inc. and B. Riley Securities, Inc. and D.A. Davidson & Co (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on February 11, 2022).

(10.22)		Non-Fixed Price Sales and Purchase Agreement, dated as of December 7, 2021, by and between Bitmain Technologies Limited and Lake Mariner Data LLC (incorporated by reference to Exhibit 10.22 of TeraWulf Inc.’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).

(10.23)		Non-Fixed Price Sales and Purchase Agreement, dated as of December 15, 2021, by and between Bitmain Technologies Limited and Lake Mariner Data LLC (incorporated by reference to Exhibit 10.23 of TeraWulf Inc.’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).

Exhibit Number		Description



(10.24)		Loan, Guaranty and Security Agreement, dated as of December 1, 2021, by and among Wilmington Trust, National Association, a national banking association, in its capacity as administrative agent and collateral agent, the Lenders party thereto from time to time, the Guarantors and TeraWulf Inc., a Delaware Corporation (incorporated by reference to Exhibit 10.24 of TeraWulf Inc.’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).

(10.25)		Employment Letter Agreement, dated as of May 16, 2022, by and between TeraWulf Inc. and Patrick M. Fleury (incorporated by reference to Exhibit 10.2 of Form 10-Q filed with the SEC on May 16, 2022).

(10.26)		Restrictive Covenant Agreement, dated as of May 16, 2022, by and between TeraWulf Inc. and Patrick M. Fleury (incorporated by reference to Exhibit 10.3 of Form 10-Q filed with the SEC on May 16, 2022).

(10.27)		Inducement Award Restricted Stock Unit Award Agreement, dated as of May 16, 2022, by and between TeraWulf Inc. and Patrick M. Fleury (incorporated by reference to Exhibit 10.4 of Form 10-Q filed with the SEC on May 16, 2022).

(10.28)		Amendment, dated as of May 16, 2022, to that certain Employment Letter Agreement, dated November 4, 2021, by and between TeraWulf Inc. and Kenneth J. Deane (incorporated by reference to Exhibit 10.5 of Form 10-Q filed with the SEC on May 16, 2022).

(10.29)		Restricted Stock Unit Award Agreement, dated as of May 16, 2022, by and between TeraWulf Inc. and Kenneth J. Deane (incorporated by reference to Exhibit 10.6 of Form 10-Q filed with the SEC on May 16, 2022).

(10.30)		Standby Equity Purchase Agreement, dated as of June 2, 2022, by and between TeraWulf Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2022).

(10.31)		First Amendment to Loan, Guaranty and Security Agreement, dated as of July 1, 2022, by and among TeraWulf Inc., certain subsidiaries party thereto, the lenders from time to time party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

(10.32)		Second Amendment to Loan, Guaranty and Security Agreement, dated as of August 26, 2022, by and among TeraWulf Inc., certain subsidiaries party thereto, the lenders from time to time party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on August 29, 2022).

(10.33)		Third Amendment to Loan, Guaranty and Security Agreement, dated as of October 7, 2022, by and among TeraWulf Inc., certain subsidiaries party thereto, the lenders from time to time party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on October 12, 2022).

(10.34)†		Fifth Amendment to Loan, Guaranty and Security Agreement, dated as of March 1, 2023, by and among TeraWulf Inc. certain subsidiaries thereto, the lenders from time to time party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on March 3, 2023).†

(10.35)		Foundry USA Pool Service Agreement, dated as of August 27, 2020 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on February 1, 2023).

(10.36)†		Digital Asset Custodial Agreement, by and between NYDIG Trust Company LLC and Lake Mariner Data LLC, dated as of March 10, 2022 (incorporated by reference to Exhibit 10.2 of TeraWulf Inc.’s Current Report on Form S-3/A (file no. 333-268563) filed with the SEC on March 10, 2023).†

(10.37)		Foundry USA Pool Service Agreement, dated as of August 27, 2020 (incorporated by reference to Exhibit 10.1 of TeraWulf Inc.’s Current Report on Form S-3/A (file no. 333-268563) filed with the SEC on March 10, 2023).

Exhibit Number		Description



(10.38)		Underwriting Agreement, dated as of April 11, 2022, by and between TeraWulf Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on April 11, 2022).

(10.39)		Sales Agreement, dated as of April 26, 2022, by and among TeraWulf Inc. and Cantor Fitzgerald & Co, B. Riley Securities, Inc. and D.A. Davidson & Co. (incorporated by reference to Exhibit 1.1 of TeraWulf Inc.’s Current Report on Form 8-K filed with the SEC on April 26, 2022).

(10.40)†		Digital Asset Execution Agreement, by and between NYDIG Execution LLC and Lake Mariner Data LLC, dated as of September 16, 2022 (incorporated by reference to Exhibit 10.3 of TeraWulf Inc.’s Current Report on Form S-3/A (file no. 333-268563) filed with the SEC on March 10, 2023)†.

(10.41)†		Amended and Restated Limited Liability Company Agreement of Nautilus Cryptomine LLC, effective as of August 27, 2022 (incorporated by reference to Exhibit 10.4 of TeraWulf Inc.’s Current Report on Form S-3/A (file no. 333-268563) filed with the SEC on March 10, 2023)†.

21.1		List of subsidiaries.

23.1		Consent of RSM US LLP, registered public accounting firm of TeraWulf Inc.

31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1		Certification of the Principal Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2		Certification of the Principal Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101		Consolidated financial statements for the year ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL); (i) Consolidated Balance Sheet as of December 31, 2022, (ii) Consolidated Statement of Operations for the Year Ended December 31, 2022, (iii) Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2022, (iv) Consolidated Statement of Cash Flows for the Year Ended December 31, 2022, and (v) Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	TERAWULF INC. (Registrant)

March 31, 2023	By:	/s/ Paul B. Prager
(Date)		Paul B. Prager (Chief Executive Officer and Chairman) (Principal Executive Officer)

/s/ Paul B. Prager		Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer and Director)
Paul B. Prager

/s/ Patrick A. Fleury		Chief Financial Officer (Principal Financial Officer)
Patrick A. Fleury		Chief Financial Officer (Principal Financial Officer)

/s/ Kenneth J. Deane		Chief Accounting Officer and Treasurer (Principal Accounting Officer)
Kenneth J. Deane

/s/ Nazar M. Khan		Chief Operating Officer, Chief Technology Officer and Executive Director
Nazar M. Khan

/s/ Kerri M. Langlais		Chief Strategy Officer and Executive Director
Kerri M. Langlais		Chief Strategy Officer and Executive Director

/s/ Michael C. Bucella		Director
Michael C. Bucella		Director

/s/ Walter E. Carter		Director
Walter E. Carter		Director

/s/ Catherine J. Motz		Director
Catherine J. Motz		Director

/s/ Jason G. New		Director
Jason G. New		Director

/s/ Steven T. Pincus		Director
Steven T. Pincus		Director

/s/ Lisa A. Prager		Director
Lisa A. Prager		Director

TERAWULF INC.


By:	/s/ Patrick Fleury
Name:		Patrick Fleury
Title:		Chief Financial Officer


BEOWULF ELECTRICITY & DATA INC.


By:	/s/ Daniel Stewart
Name:		Daniel Stewart
Title:		Treasurer


As of December 31, 2022			Jurisdiction of Incorporation or Organization	Percentage of Voting Securities Held by Immediate Parent
TeraWulf Inc.			Delaware
TeraCub Inc.			Delaware	100%
	TeraLease LLC		Delaware	100%
	TeraWulf Ploughwind LLC		Delaware	100%
		Kyalami Data LLC	Delaware	100%
	TeraWulf (Thales) LLC		Delaware	100%
		Nautilus Cryptomine LLC	Delaware	25%
	TeraWulf Brookings LLC		Delaware	100%
		Lake Mariner Data LLC	Delaware	100%
RM 101 Inc. (formerly known as IKONICS Corporation)			Delaware	100%


March 31, 2023	/s/ Paul B. Prager
	Paul B. Prager
	Chief Executive Officer
	TeraWulf Inc.


March 31, 2023	/s/ Patrick A. Fleury
	Patrick A. Fleury
	Chief Financial Officer
	TeraWulf Inc.